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R-2022-180 - 5/12/2022 RESOLUTION NO. R-21122-180 WHEREAS, the City of bound Rock ("(amity") approved that certain Convention Center Complex Lease Agreement datedRallUary 20, 1.999 (the "t-ease") covering that certain tract oflarld and all iMprONICIllentS Situated thereon located at 3400 East Palm Valley BlVd., bound Rock, Williamson County, Texas (the "Leased Premises"") and more particularly described in the Lease; and WHEREAS, Round Rock Baseball Club Ll' ("Tenant") has applied to Tions Bancorporation, MA, DBA Amegy Banlc ("Lender") for a loan in the principal amount of$1(,000,(900.f: (tile "Loan"). The Loan is to be secured by, among other instruments, a `security Agreement CXCCLIted by 'tenant, covering, among other property, (i) Tenant's right, title, and interest in and to the Lease and Leased Premises, and (n) all inventory, removable fixtures, eqUipIllent, and other assets of Tenant (collectively, tile ""C"ollateral"") (tile "SeCtlrity Agreement"), and WHEREAS, City and 'T'enant desire to confirm their Understanding with Lender Nvith respect to the lease and the Loan, Now Therefore 13E IT RESOLVED BY THE COUNCIL OF THE (:,.ITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf' of tile ity a Lease Estoppel Certificate and Agreement, a copy of same being attached hereto as 1'-,'xh1hit "A'" and z:1 incorporated herein for all purposes. The City C0111161 hereby finds and declares that written notice of the date, hour, place and subject of the meetim, at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this resolution and the SUect matterb Z1- J hereof were discussed, considered and formally acted LJI)011, all as miLtil-CCI by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. 0 112 2(C2 2,.18 QAY:l 7`1:-73W RI-0 SOL` E'D this 12th clay of May, 2022. CRAIG AAN, yor•City of'Round Rock, Iexa E1 1 1"h;ST:: MC �"�C. A aI='f S, C ty ( l€r1; 2 EXHI IT "All LEASE ESTOPPEL CERTIFICATE AND AGREEMENT ']'his Lease Estoppel Certificate and Agreement (the ""Agreement"") is entered into effi2ctive as of April ..........___, 2022 (the "Effective Date"), by and among ZIONS BANCORPORATION, N.A. DBA AMEGY BANK. (tile "Lender"), CITY OF ROUND ROCK, TEXAS (the "Owner") and ROUND ROCK BASEBALL CLUB LP', a "fexas limited partnership(the "Tenant"), RECITALS: A. Owner and Tenant are parties to that certain Convention Center Complex Lease Agreement elated January 20, 1999 (the "Lease") covering that certain tract of land and all improvements situated thereon located at 3400 East Palm Valley Blvd., Round Bock, Williamson County, Texas (the "Leased Premises") and more particularly described in the Lease. A true and correct copy offlic Lease is attached as Exhibit A. B. Tenant has applied to Lender for a loan in the principal amount of$16,000,000.00 (the "Loan"). 'File Iman is to be secured by, arnong other instruilients, a Security Agreement executed by Tenant, covering, among other property, (i) Tenant's right, title, and interest in and to the Lease and Leased Premises, and (ii) all inventory, removable fixtures, equipment, and other assets of Tenant (collectively, the "Collateral")(the'"Security Agreement"). C. Recognizing that this Agreement is a condition of the Loan, Owner and Tenant desire to confirm their understanding with Lender with respect to the lease nand the Loan. AGREEMENT: NOW, `TI-lI"1REI-'ORE, in consideration of the mutual covenants and agreements herein contained and to induce Lender to make the Loan requested by Tenant, and for other good and valuable consideration, the receipt and legal sufficiency ofwhich are acknowledged, Lender, Owner, and 'Tenant agree and covenant as follows: 1. The Lease. Owner and Tenant covenant and represent to Lender and to each other that, as of the Effective Date, (a) the Lease is in full force and effect Without any modification or amendment as of the (late hereof, except as shown in Exhibit A, (b) the Lcase shall not be materially amended after the Effective Date without the prior approval of Lender, (c) there are no uncured del'aLlItS 01' events of defaultt by either Owner or Tenant under the, Lease and each party has fully complied with all obligations under the Lease, and (d)the Lease shall not be terminated or cancelled except as expressly provided in the I-ease. 2. Consent, Owner hereby consents to the Security Agreement as security for the Loan, In giving such consent, Owner does not release, waive or subordinate all), of Owner's rights under the [.,ease. Notwithstanding anything contained herein to the contrary, the Loan and the Security Agreement will, at all times, be and remain inferior and subordinate to all of the conditions, covenants, and obligations %vith respect to the Leased Premises or any ofthe other Collateral, including, Without Limitation,any lien rights Owner may have in the Leased Premises or the other Collateral to secure performance of Tenant's obligations under the Lease or any ownership rights Owner may have with respect to the Leased Premise or the other Collateral termination or expiration of the Lease. 3. Notice and Opportunity to Cure Tenant's Default. Owner shall furnish to Lender copies of all deffimilt notices which '.Tenant is entitled to receive under the Lease. Furthermore. Owner shall not terminate the Lease if Lender, at its option, at any tinie within 30 days after the giving of such notice of default, pays any Of the Runs of money stipulated to be paid by Tenant or does any other act or thing required ofTenantunder the terms of the Lease;17rovidecl, however, those events of default which, by their nature, are not reasonably Susceptible of:*being cured by Lender (e.g., the bankruptcy ofTenant) shall not constitute grounds, for termination of the Lease, if Lender performs or causes to be performed all obligations thereunder reasonably capable of' being performed by Lender and thereafter continues to comply with those provisions with which, by their nature, Lender can comply. 4, Non-Disturbance. Owner sliz.fli not disturb Lender or any person or entity that acquires Tenant's leasehold estate under the Lease at any foreclosure safe under the Security Agreement, or by Gleed-in-lieu thereof (each a "Successor Tenant") rights of' possession to the leasehold interest in tile I-eased Premises in the event that a successor Tenant acquires title to all or any part of"the leasehold interest coverer by the Lease pursuant to the exercise of any remedy provided for in the Security Agreement or a deed, assignment or transfer of Such leasehold interest in lien of foreclosure, so long as there is thereafter no Event of Default(as defined in Section 9.1 of the Lease) by Successor Tenant. 5, Miscellaneous. A. The term "Lender," for the purpose of this Agreement, shall be deemed to include any party that acquires title to the Collateral PLINUant to (i) any foreclosure sale IVS1,11fing froai the foreclosure ofthe Loan, or(ii)an assignment in lieu of foreclosure of the Loan. B. It' any provision of this Agreement or the application thereof to ally person or Circumstance shall be invalid Or unenforceable to any extent, the remainder of'this Agreement and the apl-fliCati011 Of Such provisions to other persons or circumstances shall not be all'ected thereby and shall be enforceable to the maxinlum extent permitted by applicable taw, C. This Agreement may not lie modified orally or in any other manner other than by an agreement in writing signed by the parties hereto. This Agreement shall inure to the benefit of and be binding UP0a the parties hereto and their respective, heirs, legal representatives, successors and assigns. Whenever used in this dOCLunClIt, unless tile, context clearly indicates a contrary intent or unless otherwise specifically provided herein, the pronouns of any gender shall include all other genders, and either tile ,singular Or Plural shall include the other. D. Except as otherwise provided herein or required by applicable law, any notice or C01111111.1nication required or permitted hereunder to be given to either Debtor or Secured Party pursuant to the terms hereof shall be given in writing, sent by (i) personal delivery, or (6) expedited delivery service with proof of delivery, or (iii) United States mail, postage prepaid, registered or certified mail, return receipt requested, or (iv) flacsimile (provided that Such facsimile is confirmed by expedited delivery service or. by United States mail in the In'llruler previously described), addressed to Debtor or Secured Party at the address as contained herein or to such other address as either party shall have designated by written notice, sent in accordance with this paragraph at least 30 days prior to the date of the giving of. Such notice. Except as provided Otherwise, any such notice or communication shall be deemed to have been given and received either at the time of personal delivery, or in the case of mail, as of the date 3 business days after deposit in all official depository of' the United State-, mail, or in tile case of either delivery service or facsimile, upon receipt. To the extent actual receipt is required, rejection or other refusal to accept or the inability to deliver because of changed address of which no notice Nvas received shall be deemed to be receipt of the notice, dernand,request 01'Other COulnu.1nication sent. E. In the event any legal action or proceeding, is commenced to interpret or enforce the terms of, or obligations arising Out Of, this Agreement, or to recover damages for breach thereof:, the prevailing party in such action or proceeding shall be entitled to recover from the non-prevailing party all 5/6/219 45 AM CTSFRS\DFDWARDSAPIIDA r I'A4R(.)ANIIN(il�i.5\'T'EMP\A42Ei-)(°01-1f,)5F-,;A6A-13508-17061-DO731�311,C-)(")C' reasonable attorney's Ices, costs and expenses incurred by the prevailing party as shall be plead and proven by SLICII party and awarded by a COUrt oCcornpetentjurisdiction. I-. This Agreement contains the sole and entire agreement and Understanding between the parties with respect to the subject matter hereof' and shall Supersede any and all other oral or written agreements between the parties with respect to the subject matter hereor. G. THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THIS AGREEMENT AND ITS CONSTRUCTION AND INTERPRETATION SHALL BE' ENFORCEABLE IN WILLIAMSON COUN't'"'Y, 1'1'-"XAS, 14, This Agreement may be executed in 1111,11tipIC COLInterparts, each of which shall constitute ail original i[1StrL1n1C11t, all of'which Will COnStitUte one and the same agreement. (Remainder ofPage Intentionally Left Blank) 5/6/22 9,45 ANtC lLflSFRS\I,)1?1)"'AiZt)S\,kf'l'[)/%'I'A1RO/`kN41NGq.5\'a'1::,Nl8'\A42FI)L'Ol-165F--tA6A-13508-1706f:1)0731:3B DOC SIGNATURE PAGE TO LEASE ESTOPPEL CERTIFICATE AND AGREEMENT IN WITNESS WHEREOF, the undersigned have duly eXeCLJted this Agreement as of the dates of the signatUres as set forth below, to be effective for all purposes, however, as of'the (late first above written. LF'NDER: ZIONS BANCORPORATION, NA DBA AMEGY BANK Date EXeCLIted--—-----------------------------Address: 17602 S0LJtI1WCSt 1�`recway Sugar Land, Texas 77479 Atfl ax.: ............. OWNER: CFYY OF ROUND ROCK, TEXAS By: ,Title: Date Executed: Address: 221 F. Main Street Round Rock, Texas 78664 Attn.: City Manager TENANT.: IMUND ROCK BASIJ,13ALL CLUB, I. By: RSB Operations, LLC, its Gieneral Partner By: Ryan Sanders Baseball, L.P., its Sole Meniber By: Ryan Sanders Baseball GF), LLC, its General Partner By: Reid Ryan, Chiel'Executive Officer Address: 3400 E. Palm Valley Blvd. ROLInd Rock, Texas 78665 Attn: Reid Ryan 57(!22:4):$5 AM:(':\IJSIiltSA)l:I)WARl,)S\Allil[)A'I'A\R(�)AMIN(�i\1,5\'a']ijMl'\A421"1)(:01-16�la-4A(iA-11.509-1706k,'1)07;3l-3l,i,I)OC EXHIBIT A Lease Agreement [Attach Convention Center Lease Agreemcm and all amendments] 5/6/22 9 45 ANI C.\bJSI�:RSI,1)11, )WAR )S\AI'I'DA'I'A',ItOArvl]N(,i\1.51'I'I:Ml"1A421-'[)COI-165&:-4A6A-13508-17061:1)073t-"31:3.H-)()(-'